UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Quarterly Period Ended:
MARCH 31, 1998
OR
( ) Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from ________ to ________.
Commission File Number 333-30745
COMCAST CABLE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2175755
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1105 North Market Street, Wilmington, DE 19801
- -------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (302) 427-8991
--------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such requirements
for the past 90 days.
Yes X No ___
--------------------------
As of March 31, 1998, there were 1,000 shares of Common Stock outstanding.
The Registrant meets the conditions set forth in General Instructions H(1)(a)
and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
TABLE OF CONTENTS
Page
Number
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Consolidated Balance Sheet
as of March 31, 1998 and December 31,
1997 (Unaudited)...............................................2
Condensed Consolidated Statement of
Operations and Accumulated Deficit for the Three Months
Ended March 31, 1998 and 1997 (Unaudited)......................3
Condensed Consolidated Statement of Cash
Flows for the Three Months Ended March 31,
1998 and 1997 (Unaudited)......................................4
Notes to Condensed Consolidated
Financial Statements (Unaudited)...........................5 - 7
Item 2 Management's Discussion and Analysis
of Financial Condition and Results of
Operations................................................8 - 10
PART II OTHER INFORMATION
Item 1 Legal Proceedings.............................................11
Item 6 Exhibits and Reports on Form 8-K..............................11
SIGNATURE..............................................................12
-----------------------------------
This Quarterly Report on Form 10-Q contains forward looking statements made
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Readers are cautioned that such forward looking statements
involve risks and uncertainties which could significantly affect expected
results in the future from those expressed in any such forward looking
statements made by, or on behalf, of the Company. Certain factors that could
cause actual results to differ materially include, without limitation, the
effects of legislative and regulatory changes; the potential for increased
competition; technological changes; the need to generate substantial growth in
the subscriber base by successfully launching, marketing and providing services
in identified markets; pricing pressures which could affect demand for the
Company's services; the Company's ability to expand its distribution; changes in
labor, programming, equipment and capital costs; the Company's continued ability
to create or acquire programming and products that customers will find
attractive; future acquisitions, strategic partnerships and divestitures;
general business and economic conditions; and other risks detailed from time to
time in the Company's periodic reports filed with the Securities and Exchange
Commission.
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
(Dollars in millions, except share data)
March 31, December 31,
1998 1997
ASSETS
CURRENT ASSETS
Cash and cash equivalents.................................................... $37.7 $40.7
Short-term investments....................................................... 0.4 0.4
Cash held by an affiliate.................................................... 74.4 56.6
Accounts receivable, less allowance for doubtful
accounts of $15.8 and $16.7................................................ 55.6 72.8
Inventories.................................................................. 29.9 31.3
Other current assets......................................................... 17.5 18.0
-------- --------
Total current assets..................................................... 215.5 219.8
-------- --------
PROPERTY AND EQUIPMENT.......................................................... 2,858.2 2,667.3
Accumulated depreciation..................................................... (1,101.4) (1,021.2)
-------- --------
Property and equipment, net.................................................. 1,756.8 1,646.1
-------- --------
DEFERRED CHARGES................................................................ 5,758.8 5,655.7
Accumulated amortization..................................................... (1,550.8) (1,463.8)
-------- --------
Deferred charges, net........................................................ 4,208.0 4,191.9
-------- --------
$6,180.3 $6,057.8
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses........................................ $239.3 $239.9
Accrued interest............................................................. 70.9 26.6
Current portion of long-term debt............................................ 29.8 52.8
Due to affiliates............................................................ 81.9 125.6
-------- --------
Total current liabilities................................................ 421.9 444.9
-------- --------
LONG-TERM DEBT, less current portion............................................ 2,712.0 2,554.9
-------- --------
MINORITY INTEREST AND OTHER..................................................... 201.6 208.5
-------- --------
NOTES PAYABLE TO AFFILIATES..................................................... 708.1 695.2
-------- --------
DUE TO AFFILIATE................................................................ 431.0 398.8
-------- --------
DEFERRED INCOME TAXES, due to affiliate......................................... 1,472.5 1,488.4
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY
Common stock, $1 par value - authorized and issued, 1,000 shares.............
Additional capital........................................................... 3,066.2 3,066.2
Accumulated deficit.......................................................... (2,833.0) (2,799.1)
-------- --------
Total stockholder's equity............................................... 233.2 267.1
-------- --------
$6,180.3 $6,057.8
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
(Amounts in millions)
Three Months Ended March 31,
1998 1997
SERVICE INCOME................................................................. $541.2 $501.1
--------- ---------
COSTS AND EXPENSES
Operating.................................................................... 242.8 225.3
Selling, general and administrative.......................................... 125.9 114.7
Depreciation and amortization................................................ 161.9 138.8
--------- ---------
530.6 478.8
--------- ---------
OPERATING INCOME................................................................ 10.6 22.3
OTHER (INCOME) EXPENSE
Interest expense............................................................. 53.5 56.7
Interest expense on notes payable to affiliates.............................. 12.9 9.1
Investment income and other, net............................................. (2.3)
--------- ---------
64.1 65.8
--------- ---------
LOSS BEFORE INCOME TAX BENEFIT AND MINORITY INTEREST............................ (53.5) (43.5)
INCOME TAX BENEFIT.............................................................. (14.4) (9.3)
--------- ---------
LOSS BEFORE MINORITY INTEREST................................................... (39.1) (34.2)
MINORITY INTEREST............................................................... (5.2) (5.0)
--------- ---------
NET LOSS........................................................................ (33.9) (29.2)
ACCUMULATED DEFICIT
Beginning of period.......................................................... (2,799.1) (2,124.0)
--------- ---------
End of period................................................................ ($2,833.0) ($2,153.2)
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
(Dollars in millions)
Three Months Ended March 31,
1998 1997
OPERATING ACTIVITIES
Net loss..................................................................... ($33.9) ($29.2)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization.............................................. 161.9 138.8
Non-cash interest expense.................................................. 0.1 0.5
Non-cash interest expense on notes payable to affiliates................... 12.9 1.7
Deferred expenses charged by an affiliate.................................. 32.2 27.7
Loss on sale of investment................................................. 1.6
Minority interest.......................................................... (5.2) (5.0)
Deferred income tax benefit, due to affiliate.............................. (15.9) (19.8)
Other...................................................................... (0.2)
-------- --------
151.9 116.3
Decrease in accounts receivable............................................ 18.3 16.1
Decrease (increase) in inventories......................................... 1.7 (0.5)
Decrease in other current assets........................................... 0.6 2.1
Decrease in accounts payable and accrued expenses.......................... (1.8) (4.5)
Increase in accrued interest............................................... 44.3 1.5
Decrease in other non-current liabilities.................................. (1.7) (1.8)
-------- --------
Net cash provided by operating activities............................ 213.3 129.2
-------- --------
FINANCING ACTIVITIES
Proceeds from borrowings..................................................... 817.0 40.0
Repayments of long-term debt................................................. (683.0) (83.7)
Repayment of notes payable to affiliates..................................... (0.6)
Net transactions with affiliates............................................. (43.7) 24.3
Other........................................................................ 0.6
-------- --------
Net cash provided by (used in) financing activities.................. 90.9 (20.0)
-------- --------
INVESTING ACTIVITIES
Sale of short-term investments............................................... 21.2
Acquisitions, net of cash acquired........................................... (136.9)
Capital expenditures......................................................... (140.3) (106.6)
Increase in cash held by an affiliate........................................ (17.8) (13.0)
Additions to deferred charges and other...................................... (12.2) (2.2)
-------- --------
Net cash used in investing activities................................ (307.2) (100.6)
-------- --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS................................ (3.0) 8.6
CASH AND CASH EQUIVALENTS, beginning of period.................................. 40.7 38.4
-------- --------
CASH AND CASH EQUIVALENTS, end of period........................................ $37.7 $47.0
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation
The condensed consolidated balance sheet as of December 31, 1997 has been
condensed from the audited consolidated balance sheet as of that date. The
condensed consolidated balance sheet as of March 31, 1998 and the condensed
consolidated statements of operations and of cash flows for the three
months ended March 31, 1998 and 1997 have been prepared by Comcast Cable
Communications, Inc. (the "Company") and have not been audited by the
Company's independent auditors. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows
as of March 31, 1998 and for all periods presented have been made.
Certain information and note disclosures normally included in the Company's
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's December
31, 1997 Annual Report on Form 10-K filed with the Securities and Exchange
Commission. The results of operations for the period ended March 31, 1998
are not necessarily indicative of operating results for the full year.
Reorganization
On April 24, 1997, Comcast Corporation ("Comcast"), the Company's parent,
completed a restructuring of the legal organization of certain of its
subsidiaries (the "Reorganization"). The Reorganization involved Comcast's
contribution to the Company of ownership interests in certain of its
consolidated subsidiaries, all of which were under Comcast's direct or
indirect control (the "Contributed Subsidiaries"). The Reorganization has
been accounted for in a manner similar to a pooling of interests.
Accordingly, the Company's condensed consolidated financial statements for
the three months ended March 31, 1997 include the accounts of the
Contributed Subsidiaries.
In addition, certain expenses directly related to the Company's operations
which were historically paid by Comcast on behalf of the Company have been
reflected in the Company's condensed consolidated statement of operations
and accumulated deficit for the three months ended March 31, 1997.
Reclassifications
Certain reclassifications have been made to the prior year condensed
consolidated financial statements to conform to those classifications used
in 1998.
2. LONG-TERM DEBT
On March 5, 1998, the revolving credit facility of a majority owned
subsidiary of the Company was amended to, among other things, increase
borrowings available to the subsidiary from $750.0 million to $875.0
million and to defer scheduled maturities of long-term debt. Available
borrowings under the subsidiary's revolving credit facility, as amended,
reduce quarterly in installments beginning in 1999 through its final
maturity in 2003.
As of March 31, 1998 and December 31, 1997, the Company's effective
weighted average interest rate on its long-term debt outstanding was 7.92%
and 8.14%, respectively.
Lines of Credit
As of April 30, 1998, certain subsidiaries of the Company had unused lines
of credit of $658.0 million. The availability and use of the unused lines
of credit are restricted by the covenants of the related debt agreements
and to subsidiary general purposes and dividend declaration.
3. NOTES PAYABLE TO AFFILIATES
Notes payable to affiliates bear interest at rates ranging from 7 1/4% to 9
1/4% as of March 31, 1998 (weighted average interest rate of 7.71% as of
March 31, 1998 and December 31, 1997) with maturities from 2002 to 2007.
The notes are payable to Comcast and certain of its wholly owned
subsidiaries. The Company incurred $12.9 million and $9.1 million of
interest expense on the notes during the three months ended March 31, 1998
and 1997,
5
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
respectively. Accrued interest relating to such notes of $37.5 million and
$24.6 million was added to the principal as of March 31, 1998 and December
31, 1997, respectively.
In April 1998, the Company issued a $20.0 million principal amount note,
payable to a subsidiary of Comcast which bears interest at a rate of 8.5%
and is due in 2007. In May 1998, the Company issued an additional $72.3
million principal amount note, payable to a subsidiary of Comcast which
bears interest at a rate of 8.5% and is due in 2007. Borrowings under these
notes were used by the Company for debt service requirements and general
purposes.
4. RELATED PARTY TRANSACTIONS
Comcast, on behalf of the Company, has an affiliation agreement with QVC,
Inc. ("QVC"), an electronic retailer and a majority-owned and controlled
subsidiary of Comcast, to carry its programming. In return for carrying QVC
programming, the Company receives incentive payments based on the number of
subscribers receiving the QVC channel. In addition, the Company receives an
allocated portion, based upon market share, of a percentage of net sales of
merchandise sold to QVC customers located in the Company's service area.
For the three months ended March 31, 1998 and 1997, the Company's service
income includes $2.5 million and $1.9 million, respectively, relating to
QVC.
Comcast, through management agreements, manages the operations of the
Company's subsidiaries, including rebuilds and upgrades. The management
agreements generally provide that Comcast will supervise the management and
operations of the cable systems and arrange for and supervise (but not
necessarily perform itself) certain administrative functions. As
compensation for such services, the agreements provide for Comcast to
charge management fees of up to 6% of gross revenues. Comcast charged the
Company's subsidiaries management fees of $31.2 million and $29.0 million
during the three months ended March 31, 1998 and 1997, respectively. These
management fees are included in selling, general and administrative
expenses in the Company's condensed consolidated statement of operations
and accumulated deficit. Comcast has agreed to permit certain subsidiaries
of the Company to defer payment of a portion of these expenses with the
deferred portion being treated as a subordinated long-term liability due to
affiliate which will not be paid until the subsidiaries' existing long-term
debt is retired. In addition, payment of certain of these expenses has been
deferred until the California Public Employees' Retirement System
("CalPERS") no longer has an interest in Comcast MHCP Holdings, LLC (the
"LLC"), a majority owned subsidiary of the Company. Management fees
deferred during each of the three months ended March 31, 1998 and 1997 were
$1.3 million. Deferred management fees were $138.2 million and $136.9
million as of March 31, 1998 and December 31, 1997, respectively.
On behalf of the Company, Comcast seeks and secures long-term programming
contracts that generally provide for payment based on either a monthly fee
per subscriber per channel or a percentage of certain subscriber revenues.
Comcast charges each of the Company's subsidiaries for programming on a
basis which generally approximates the amount each such subsidiary would be
charged if it purchased such programming directly from the supplier,
subject to limitations imposed by debt facilities for certain subsidiaries,
and did not benefit from the purchasing power of Comcast's consolidated
operations. Amounts charged to the Company by Comcast for programming (the
"Programming Charges") are included in operating expenses in the Company's
condensed consolidated statement of operations and accumulated deficit. The
Company purchases certain other services, including insurance and employee
benefits, from Comcast under cost-sharing arrangements on terms that
reflect Comcast's actual cost. The Company reimburses Comcast for certain
other costs (primarily salaries) under cost-reimbursement arrangements.
Under all of these arrangements, the Company incurred total expenses of
$190.5 million and $171.4 million, including $160.9 million and $142.7
million of Programming Charges, during the three months ended March 31,
1998 and 1997, respectively. The Programming Charges include $11.7 million
and $9.2 million during the three months ended March 31, 1998 and 1997,
respectively, relating to programming purchased by the Company, through
Comcast, from suppliers in which Comcast holds an equity interest.
Comcast has agreed to permit certain of the Company's subsidiaries to defer
payment of a portion of the Programming Charges with the deferred portion
being treated as a subordinated long-term liability due to affiliate which
will not be payable until the subsidiaries' existing long-term debt is
retired. In addition, payment of certain of the Programming Charges has
been deferred until CalPERS no longer has an interest in the LLC.
Programming
6
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
(Unaudited)
Charges deferred during the three months ended March 31, 1998 and 1997 were
$30.9 million and $26.4 million, respectively. Deferred Programming Charges
were $292.8 million and $261.9 million as of March 31, 1998 and December
31, 1997, respectively.
Current due to affiliates in the Company's condensed consolidated balance
sheet primarily consists of amounts due to Comcast and its affiliates under
the cost-sharing arrangements described above and amounts payable to
Comcast and its affiliates as reimbursement for payments made, in the
ordinary course of business, by such affiliates on behalf of the Company.
The Company has entered into a custodial account arrangement with Comcast
Financial Agency Corporation ("CFAC"), a wholly owned subsidiary of
Comcast, under which CFAC provides cash management services to the Company.
Under this arrangement, the Company's cash receipts are deposited with and
held by CFAC, as custodian and agent, which invests and disburses such
funds at the direction of the Company. As of March 31, 1998 and December
31, 1997, $74.4 million and $56.6 million, respectively, of the Company's
cash was held by CFAC. These amounts have been classified as cash held by
an affiliate in the Company's condensed consolidated balance sheet. During
the three months ended March 31, 1998 and 1997, the Company recognized
investment income of $1.5 million and $1.1 million, respectively, on cash
held by CFAC.
5. STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION
The Company made cash payments for interest on its long-term debt of $9.1
million and $54.7 million during the three months ended March 31, 1998 and
1997, respectively. The Company made cash payments for interest on the
notes payable to affiliates of $7.4 million during the three months March
31, 1997.
The Company made cash payments to the respective state taxing authorities
for state income taxes of $0.5 million and $0.8 million during the three
months ended March 31, 1998 and 1997, respectively.
6. CONTINGENCIES
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount
of ultimate liability with respect to these actions will not materially
affect the financial position, results of operations or liquidity of the
Company.
The Federal Communications Commission and the Company entered into a
"social contract" in which the Company has committed to complete certain
system upgrades and improvements by March 1999 in return for which it was
able, after December 31, 1997, to move a limited number of previously
regulated programming services in certain cable franchises to an
unregulated new product tier.
In October 1997, the State of Connecticut issued draft amended decisions
recalculating the maximum permitted basic service rate and installation and
equipment charges since 1994 for certain of the Company's cable systems in
the State. In April 1998, the Company, the Office of Consumer Counsel of
the State of Connecticut and the Office of the Attorney General of the
State of Connecticut entered into a Stipulation which, if approved by the
Department of Public Utility Control of the State of Connecticut, would
settle these rate disputes. While the Company cannot predict the outcome of
these proceedings, the Company believes that the ultimate resolution of
these pending regulatory matters will not have a material adverse impact on
the Company's financial position, results of operations or liquidity.
7
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information for this item is omitted pursuant to Securities and Exchange
Commission General Instruction H to Form 10- Q, except as noted below.
Results of Operations
Summarized consolidated financial information for Comcast Cable Communications,
Inc. (the "Company") for the three months ended March 31, 1998 and 1997 is as
follows (dollars in millions, "NM" denotes percentage is not meaningful):
<TABLE>
<CAPTION>
Three Months Ended
March 31, Increase / (Decrease)
1998 1997 $ %
<S> <C> <C> <C> <C>
Service income............................................ $541.2 $501.1 $40.1 8.0%
Operating, selling, general and administrative expenses... 368.7 340.0 28.7 8.4
------- ------- -------
Operating income before depreciation and
amortization (1)....................................... 172.5 161.1 11.4 7.1
Depreciation and amortization............................. 161.9 138.8 23.1 16.6
------- ------- -------
Operating income.......................................... 10.6 22.3 (11.7) (52.5)
------- ------- -------
Interest expense.......................................... 53.5 56.7 (3.2) (5.6)
Interest expense on notes payable to affiliates........... 12.9 9.1 3.8 41.8
Investment income and other, net.......................... (2.3) 2.3 NM
Income tax benefit........................................ (14.4) (9.3) 5.1 54.8
Minority interest......................................... (5.2) (5.0) 0.2 4.0
------- ------- -------
Net loss.................................................. ($33.9) ($29.2) $4.7 16.1
======= ======= =======
<FN>
- ------------
(1) Operating income before depreciation and amortization is commonly referred
to in the cable communications business as "operating cash flow." Operating
cash flow is a measure of a company's ability to generate cash to service
its obligations, including debt service obligations, and to finance capital
and other expenditures. In part due to the capital intensive nature of the
cable communications business and the resulting significant level of
non-cash depreciation and amortization expense, operating cash flow is
frequently used as one of the bases for comparing businesses in the cable
communications industry, although the Company's measure of operating cash
flow may not be comparable to similarly titled measures of other companies.
Operating cash flow does not purport to represent net income or net cash
provided by operating activities, as those terms are defined under
generally accepted accounting principles, and should not be considered as
an alternative to such measurements as an indicator of the Company's
performance.
</FN>
</TABLE>
Of the $40.1 million increase in service income for the three month period from
1997 to 1998, $8.5 million is attributable to subscriber growth, $24.3 million
relates to changes in rates, $3.9 million is attributable to growth in cable
advertising sales and $3.4 million relates to other product offerings.
Of the $28.7 million increase in operating, selling, general and administrative
expenses for the three month period from 1997 to 1998, $17.8 million is
attributable to increases in the costs of cable programming as a result of
changes in rates, subscriber growth and additional channel offerings, $2.0
million is attributable to growth in advertising sales and $8.9 million results
from increases in the cost of labor, other volume related expenses and costs
associated with new product offerings. It is anticipated that the Company's cost
of cable programming will increase in the future as cable programming rates
increase and additional sources of cable programming become available.
Comcast Corporation ("Comcast"), the Company's parent, on behalf of the Company,
has an affiliation agreement with QVC, Inc. ("QVC"), an electronic retailer and
a majority-owned and controlled subsidiary of Comcast, to carry its programming.
In return for carrying QVC programming, the Company receives incentive payments
based on the number of subscribers receiving the QVC channel. In addition, the
Company receives an allocated portion, based upon market share, of a percentage
of net sales of merchandise sold to QVC customers located in the Company's
service area. For
8
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
the three months ended March 31, 1998 and 1997, the Company's service income
includes $2.5 million and $1.9 million, respectively, relating to QVC.
Comcast, through management agreements, manages the operations of the Company's
subsidiaries, including rebuilds and upgrades. The management agreements
generally provide that Comcast will supervise the management and operations of
the cable systems and arrange for and supervise (but not necessarily perform
itself) certain administrative functions. As compensation for such services, the
agreements provide for Comcast to charge management fees of up to 6% of gross
revenues. Comcast charged the Company's subsidiaries management fees of $31.2
million and $29.0 million during the three months ended March 31, 1998 and 1997,
respectively. These management fees are included in selling, general and
administrative expenses in the Company's condensed consolidated statement of
operations and accumulated deficit.
On behalf of the Company, Comcast seeks and secures long-term programming
contracts that generally provide for payment based on either a monthly fee per
subscriber per channel or a percentage of certain subscriber revenues. Comcast
charges each of the Company's subsidiaries for programming on a basis which
generally approximates the amount each such subsidiary would be charged if it
purchased such programming directly from the supplier, subject to limitations
imposed by debt facilities for certain subsidiaries, and did not benefit from
the purchasing power of Comcast's consolidated operations. Amounts charged to
the Company by Comcast for programming (the "Programming Charges") are included
in operating expenses in the Company's condensed consolidated statement of
operations and accumulated deficit. The Company purchases certain other
services, including insurance and employee benefits, from Comcast under
cost-sharing arrangements on terms that reflect Comcast's actual cost. The
Company reimburses Comcast for certain other costs (primarily salaries) under
cost-reimbursement arrangements. Under all of these arrangements, the Company
incurred total expenses of $190.5 million and $171.4 million, including $160.9
million and $142.7 million of Programming Charges, during the three months ended
March 31, 1998 and 1997, respectively. The Programming Charges include $11.7
million and $9.2 million during the three months ended March 31, 1998 and 1997,
respectively, relating to programming purchased by the Company, through Comcast,
from suppliers in which Comcast holds an equity interest.
The $23.1 million increase in depreciation and amortization expense for the
three month period from 1997 to 1998 is primarily attributable to the effects of
capital expenditures and increased losses on asset disposals in connection with
the Company's rebuild activities. As a result of the increases in depreciation
and amortization expense and interest expense, it is expected that the Company
will continue to recognize significant losses for the foreseeable future.
The $3.2 million decrease in interest expense for the three month period from
1997 to 1998 is attributable to fluctuations in the levels of debt and changes
in the Company's weighted average interest rate. The Company anticipates that,
for the foreseeable future, interest expense will be a significant cost to the
Company and will have a significant adverse effect on the Company's ability to
realize net earnings. The Company believes it will continue to be able to meet
its obligations through its ability both to generate operating income before
depreciation and amortization and to obtain external financing.
The $3.8 million increase in interest expense on notes payable to affiliates for
the three month period from 1997 to 1998 is primarily attributable to an
increase in the balance of notes outstanding.
The $5.1 million increase in income tax benefit for the three month period from
1997 to 1998 is primarily attributable to the increase in the Company's loss
before income tax benefit and minority interest.
For the three months ended March 31, 1998 and 1997, the Company's earnings
before income tax benefit and fixed charges (interest expense and interest
expense on notes payable to affiliates) were $18.1 million and $27.3 million,
respectively. Such earnings were not adequate to cover the Company's fixed
charges of $66.4 million and $65.8 million for the three months ended March 31,
1998 and 1997, respectively. The Company's fixed charges include non-cash
interest expense of $13.0 million and $2.2 million for the three months ended
March 31, 1998 and 1997, respectively. The inadequacy of these earnings to cover
fixed charges is primarily due to the substantial non-cash charges for
depreciation and amortization expense.
9
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
The Company believes that its losses and inadequacy of earnings to cover fixed
charges will not significantly affect the performance of its normal business
activities because of its existing cash, cash equivalents, short-term
investments and cash held by an affiliate, its ability to generate operating
income before depreciation and amortization and its ability to obtain external
financing.
The Company believes that its operations are not materially affected by
inflation.
10
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not party to litigation which, in the opinion of the
Company's management, will have a material adverse effect on the Company's
financial position, results of operations or liquidity.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required to be filed by Item 601 of Regulation S-K:
10.1 Amendment No. 1 to Credit Agreement, dated March 5, 1998, to
the Credit Agreement dated as of December 22, 1994 among
Comcast MH Holdings, Inc., the banks listed therein, The Chase
Manhattan Bank, NationsBank of Texas, N.A., and The
Toronto-Dominion Bank, as Arranging Agents, The Bank of New
York, The Bank of Nova Scotia, Canadian Imperial Bank of
Commerce, and Morgan Guaranty Trust Company of New York, as
Managing Agents, and NationsBank of Texas, N.A., as
Administrative Agent.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K - none.
11
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
COMCAST CABLE COMMUNICATIONS, INC.
----------------------------------
/s/ LAWRENCE S. SMITH
---------------------------------
Lawrence S. Smith
Executive Vice President
(Principal Accounting Officer)
Date: May 14, 1998
12
EXECUTION COPY
AMENDMENT NO. 1
to
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment"), dated as of March 5, 1998, to
the Credit Agreement dated as of December 22, 1994 among Comcast MH Holdings,
Inc. (the "Borrower"), the banks listed on the signature pages hereof (each, a
"Bank" and collectively, the "Banks"), The Chase Manhattan Bank, NationsBank of
Texas, N.A., and The Toronto-Dominion Bank, as Arranging Agents, The Bank of New
York, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, and Morgan
Guaranty Trust Company of New York, as Managing Agents, and NationsBank of
Texas, N.A., as Administrative Agent (the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks (as defined in the Credit Agreement
hereinafter referred to), the Arranging Agents, the Managing Agents and the
Administrative Agent are parties to the Credit Agreement dated as of December
22, 1994 (the "Agreement") (capitalized terms used and not otherwise defined
herein shall have the meanings ascribed thereto in the Agreement); and
WHEREAS, the Borrower has requested, and the Banks and the
Administrative Agent have agreed to, the amendments to the Agreement more fully
set forth in this Amendment; and
WHEREAS, such amendments and the consent contained herein shall be of
benefit, either directly or indirectly, to the Borrower;
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Termination and Release. Upon and after the Amendment No. 1
Effective Date (as defined in Section 5 below), (a) each of the Pledge
Agreements shall terminate, and (b) the Security Interest shall terminate, all
Collateral in the possession of the Administrative Agent shall be promptly
returned to the applicable Pledgor, all Uniform Commercial Code filings in
respect thereof shall be promptly terminated (at the expense of the Borrower)
and the Pledgors shall be released from all of their obligations under or in
connection with the Pledge Agreements. The Banks hereby agree that at any time
and from time to time, at the expense of the Borrower, the Banks shall, or shall
direct the Administrative Agent to, promptly execute and deliver all further
instruments and documents, and take all further action, that may be reasonably
requested by the Borrower and necessary in order to further effect the
foregoing.
<PAGE>
2. Amendments. Upon and after the Amendment No. 1 Effective Date (as
defined in Section 5 below):
(a) Section 1.01(a) of the Agreement shall be deleted in its entirety
and restated as follows:
"Section 1.01. Commitment to Lend. (a) Loans. Upon the terms and
subject to the conditions of this Agreement, each Bank agrees to make, from
time to time during the period from the Amendment No. 1 Effective Date
through the Commitment Termination Date, one or more Loans to the Borrower
in an aggregate unpaid principal amount not exceeding at any time such
Bank's Commitment at such time; provided, however, that no Loan shall be
requested or made if, after giving effect to the making thereof and the
making of each other Loan requested to be made at such time, the aggregate
principal amount of all Loans outstanding at such time, together with the
aggregate principal amount of all Senior Subordinated Indebtedness
outstanding at such time, would exceed the Total Commitment at such time.
The Total Commitment on the Amendment No. 1 Effective Date is
$875,000,000.";
(b) Section 1.02(a) of the Agreement shall be deleted in its entirety
and restated as follows:
" (a) The Borrower shall give the Administrative Agent notice (which
shall be irrevocable) no later than 10:00 a.m. (Dallas time) on, in the
case of Base Rate Loans, the Business Day and, in the case of Eurodollar
Rate Loans, the third Eurodollar Business Day, before the requested date
for the making of such Loans. Each such notice shall be in the form of
Schedule 1.02 and shall specify (i) the requested date for the making of
the requested Loans, which shall be, in the case of Base Rate Loans, a
Business Day and, in the case of Eurodollar Rate Loans, a Eurodollar
Business Day, (ii) the Type or Types of Loans requested and (iii) the
amount of each such Type of Loan, the aggregate amount of which shall be
$3,000,000 or any integral multiple of $500,000 in excess thereof or the
amount of the unused Total Commitment. Upon receipt of any such notice, the
Administrative Agent shall promptly notify each Bank of the contents
thereof and of the amount and Type of each Loan to be made by such Bank on
the requested date specified therein.";
(c) Section 1.03(c)(iv) of the Agreement shall be deleted in its
entirety and restated as follows:
"(iv) The Borrower shall give the Administrative Agent notice (which
shall be irrevocable) of each conversion of Loans or continuation of
Eurodollar Rate Loans no later than 11:00 a.m. (Dallas time) on, in the
case of a conversion into Base Rate Loans, the Business Day and, in the
case of a conversion into or continuation of Eurodollar Rate Loans, the
third Eurodollar Business Day before the requested date of such conversion
or continuation. Each notice of conversion or continuation shall be in the
form of Schedule 1.03(c)(iv) and shall specify (A) the requested date of
such conversion or continuation, (B) the amount and Type and, in the case
of Eurodollar Rate Loans, the last day of the applicable Interest Period
for the Loans to be converted or continued and (C) the amount and Type or
Types of Loans into which such Loans are to be converted or as which such
-2-
<PAGE>
Loans are to be continued. Upon receipt of any such notice, the
Administrative Agent shall promptly notify each Bank of (x) the contents
thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans,
the last day of the applicable Interest Period for each Loan to be
converted or continued by such Bank and (z) the amount and Type or Types of
Loans into which such Loans are to be converted or as which such Loans are
to be continued.";
(d) Section 1.05 of the Agreement shall be amended as follows:
(i) Section 1.05(a) shall be amended by deleting the words "whether
such Loans are Tranche A Loans or Tranche B Loans (or a combination
thereof), (ii)" immediately following the figure "(i)" appearing therein,
and by replacing the figure "(iii)" with the figure "(ii)";
(ii) Section 1.05(b) shall be deleted in its entirety and restated as
follows:
"(b) If, after giving effect to any reduction of the Total Commitment
pursuant to Section 1.07, the aggregate outstanding principal amount of the
Loans exceeds the Total Commitment, the Borrower shall prepay the Loans in
an amount equal to the amount of such excess, together with interest
thereon as provided in Section 1.03(b), and the amount, if any, required to
be paid in respect thereof pursuant to Section 7.04, on the date of such
reduction.";
(e) Section 1.07 of the Agreement shall be amended as follows:
(i) Section 1.07(a) shall be deleted in its entirety and restated as
follows:
"(a) Scheduled Reductions of Total Commitment. Subject to the
adjustments described in Section 1.07(d), the Total Commitment shall be
automatically reduced on each date set forth below by the amount set forth
below opposite each such date:
Amount of
Date Reduction
March 31, 1999 $16,406,250
June 30, 1999 $16,406,250
September 30, 1999 $16,406,250
December 31, 1999 $16,406,250
March 31, 2000 $27,343,750
June 30, 2000 $27,343,750
September 30, 2000 $27,343,750
December 31, 2000 $27,343,750
March 31, 2001 $27,343,750
June 30, 2001 $27,343,750
-3-
<PAGE>
September 30, 2001 $27,343,750
December 31, 2001 $27,343,750
March 31, 2002 $32,812,500
June 30, 2002 $32,812,500
September 30, 2002 $32,812,500
December 31, 2002 $32,812,500
March 31, 2003 $43,750,000
June 30, 2003 $43,750,000
September 30, 2003 $43,750,000
December 31, 2003 $328,125,000";
(ii) Section 1.07(b) shall be deleted in its entirety and restated as
follows:
"(b) Optional Reductions. The Borrower may reduce the Total Commitment
by giving the Administrative Agent notice (which shall be irrevocable)
thereof no later than 10:00 a.m. (Dallas time) on the third Business Day
before the requested date of such reduction, except that each partial
reduction thereof shall be in an amount equal to $1,000,000 or any integral
multiple of $1,000,000 in excess thereof and that no reduction shall reduce
the Total Commitment to an amount less than the aggregate principal amount
of all Loans and all Senior Subordinated Indebtedness outstanding at such
time. Upon receipt of any such notice, the Administrative Agent shall
promptly notify each Bank of the contents thereof and the amounts to which
such Bank's Commitment is to be reduced.";
(iii) Section 1.07(c) shall be amended by deleting the last sentence of
both clause (i) and clause (ii) in their entirety;
(f) Section 1.08 of the Agreement shall be deleted in its entirety and
restated as follows:
"Section 1.08. Commitment Fees. In addition to the commitment fees
payable for period prior to the Amendment No. 1 Effective Date pursuant to
this Section 1.08 as in effect prior to the Amendment No. 1 Effective Date,
the Borrower shall pay to the Administrative Agent, for the account of each
Bank, a commitment fee on the daily unused amount of such Bank's Commitment
for each day from the Amendment No. 1 Effective Date through the Commitment
Termination Date at a rate per annum of (a) for so long as the Leverage
Ratio is greater than 5.00 to 1, 0.225%, (b) for so long as the Leverage
Ratio is less than or equal to 5.00 to 1 and greater than 4.00 to 1,
0.175%, and (c) for so long as the Leverage Ratio is less than or equal to
4.00 to 1, 0.150%, payable in arrears on successive Interest Payment Dates,
on the date of any reduction of such Commitment (to the extent accrued and
unpaid on the amount of such reduction) and on the Commitment Termination
Date.
The Leverage Ratio shall be determined on the basis of the most recent
financial statements delivered pursuant to Section 5.01. Any change in the
commitment fee rate as a result of a change in the Leverage Ratio shall be
effective as of the third Business Day after
-4-
<PAGE>
the day on which financial statements are delivered to the Administrative
Agent pursuant to Section 5.01 that indicate such change in the Leverage
Ratio.";
(g) Section 1.14 shall be deleted in its entirety and restated as
follows:
"Section 1.14. Pro Rata Treatment. Except to the extent otherwise
provided herein, (a) Loans shall be made by the Banks pro rata in
accordance with their respective Commitments, (b) Loans of the Banks shall
be converted and continued pro rata in accordance with their respective
amounts of Loans of the Type and, in the case of Eurodollar Rate Loans,
having the Interest Period being so converted or continued, (c) each
reduction of the Total Commitment shall be applied to the Commitments of
the Banks pro rata in accordance with the respective amounts thereof and
(d) each payment of the principal of or interest on the Loans or of
commitment fees shall be made for the account of the Banks pro rata in
accordance with their respective amounts thereof then due and payable.";
(h) Section 4.15 of the Credit Agreement shall be amended by replacing
the table set forth therein with the following:
"Period Leverage Ratio
January 1, 1997 through December 31, 1997 6.00 to 1
January 1, 1998 to but excluding the Amendment No. 1 Effective Date 5.50 to 1
Amendment No. 1 Effective Date through June 30, 1998 6.25 to 1
July 1, 1998 through December 31, 1998 6.00 to 1
January 1, 1999 through December 31, 1999 5.50 to 1
January 1, 2000 through December 31, 2000 5.00 to 1
January 1, 2001 and thereafter 4.75 to 1";
(i) Section 4.16 of the Credit Agreement shall be deleted in its
entirety and restated as follows:
"Section 4.16. Interest Coverage Ratio. Permit the Interest Coverage
Ratio to be less than (a) 2.00 to 1 at any time after December 31, 1996 and
prior to the Amendment No. 1 Effective Date, (b) 1.75 to 1 at any time
during the period from the Amendment No. 1 Effective Date through December
31, 1998 and (c) 2.00 to 1 at any time thereafter.";
(j) Section 5.01(a) of the Credit Agreement shall be deleted in its
entirety and restated as follows:
"(a) Quarterly Financial Statements; Officer's Certificate. As soon as
available and in any event within 60 days after the close of each of the first
three quarterly accounting periods in each fiscal year of the Borrower,
commencing with the quarterly period ending March 31, 1998:
(i) a consolidated balance sheet of the Borrower and the Consolidated
Subsidiaries as at the end of such quarterly period and the related
consolidated statements of operations, retained earnings and cash flows of
the Borrower and the Consolidated Subsidiaries for (other than such
consolidated statement of cash flows) such quarterly period and for the
elapsed portion of the fiscal year of the Borrower ended with the last day
-5-
<PAGE>
of such quarterly period, setting forth in each case in comparative form
the figures as of, in the case of such consolidated balance sheet, the end
of the previous fiscal year of the Borrower and, in each other case, for
the corresponding periods of the previous fiscal year of the Borrower; and
(ii) a certificate with respect thereto of a Responsible Officer of the
Borrower in the form of Schedule 5.01(a).";
(k) Section 6.01(f) shall be amended by substituting the word "or" for
the comma following the word "Borrower" each time such comma appears
therein, and by deleting the words "or any other Loan Party" immediately
following the word "Subsidiary" each time such words appear therein;
(l) Section 9.10(a)(ii) of the Agreement shall be amended by deleting
the phrase ", (A) any assignment by a Bank of a portion of its Commitment
and Loans shall consist of ratable portions of its Tranche A Commitment and
Tranche A Loans and its Tranche B Commitment and Tranche B Loans and (B)";
(m) Section 10.01 of the Credit Agreement shall be amended as follows:
(i) the following definitions shall be added in the appropriate
alphabetical order:
"'Amendment No. 1' means Amendment No. 1 to this Agreement, dated
as of , 1998."; and
"'Amendment No. 1 Effective Date' means the date on which the
`Amendment No. 1 Effective Date' (as defined in Amendment No. 1)
shall have occurred.";
(ii) the definition of "Applicable Margin" contained therein shall be
amended by replacing the table set forth therein with the following:
Leverage Ratio Base Rate Eurodollar Rate
Greater than 6.00 to 1 0.000% 1.00%
Less than or equal to and 6.00 to 1
greater than 5.50 to 1 0.000% 0.875%
Less than or equal to 5.50 to 1 and
greater than 5.00 to 1 0.000% 0.750%
Less than or equal to 5.00 to 1 and
greater than 4.50 to 1 0.000% 0.600%
-6-
<PAGE>
Less than or equal to 4.50 to 1 and
greater than 4.0 to 1 0.000% 0.500%
Less than or equal to 4.0 to 1 0.000% 0.375%";
(iii) the definition of "Commitment" contained therein shall be deleted
in its entirety and restated as follows:
"'Commitment' means, with respect to any Bank, (i) the amount set forth
opposite such Bank's name on Annex A or, in the case of a Bank that becomes
a Bank pursuant to an assignment, the amount of the assignor's Commitment
assigned to such Bank, in either case as the same may be reduced from time
to time pursuant to Section 1.07 or increased or reduced from time to time
pursuant to assignments in accordance with Section 9.10(a) or (ii) as the
context may require, the obligation of such Bank to make Loans in an
aggregate unpaid principal amount not exceeding such amount.";
(iv) the definition of "Loan" contained therein shall be deleted in its
entirety and restated as follows:
"Loan" means any amount advanced by a Bank with respect to its
Commitment pursuant to Section 1.01(a).;
(v) the definition of "Pro Forma Debt Service" contained therein shall
be amended by inserting "(other than any such Required Repayment resulting from
the reduction of the Total Commitment scheduled to occur on the Commitment
Termination Date pursuant to Section 1.07(a))" immediately following the words
"Required Repayments" in clause (i) thereof;
(vi) the definition of "Responsible Officer" contained therein shall be
deleted in its entirety and restated as follows:
"Responsible Officer" means, with respect to any Loan Party, the
chairman, vice chairman, president, any senior vice president, any vice
president-finance, the chief financial officer, the treasurer, or any
assistant treasurer of such Loan Party.";
(vii) the definition of "Total Commitment" contained therein shall be
deleted in its entirety and restated as follows:
"Total Commitment" means the aggregate amount of the Commitments, as
the same may be reduced from time to time pursuant to Section 1.07.";
(viii) the definition of `Type" contained therein shall be amended by
deleting the last sentence thereof in its entirety;
-7-
<PAGE>
(ix) the following definitions contained therein shall be deleted in
their entirety:
"Total Tranche A Commitment"
"Total Tranche B Commitment"
"Tranche A Commitment"
"Tranche A Loan"
"Tranche B Commitment"
"Tranche B Loan";
(n) Annex A to the Agreement shall be restated in its entirety as set
forth on Annex A hereto (with the effect that, from and after the Amendment
No. 1 Effective Date each Bank that was not a party to the Agreement prior
to such time shall constitute a Bank (as defined in the Agreement) for all
purposes of the Agreement, having a Commitment in the amount set forth
opposite such Bank's name on Annex A as amended hereby); and
(o) Exhibit A to the Agreement shall be restated in its entirety as set
forth on Exhibit A hereto.
3. Consent. Effective upon the Amendment No. 1 Effective Date (as
defined in Section 5 below), the Banks hereby consent to the Broward/Jones
Acquisition, and waive the requirements of Section 4.07 of the Agreement solely
to permit the Broward/Jones Acquisition. For purposes hereof, the term
"Broward/Jones Acquisition" means the proposed acquisition by the Borrower of
the assets comprising the cable television systems serving the towns of Davie,
Dania, and Cooper City, Florida and Broward County, Florida, so long as such
acquisition is consummated prior to June 30, 1998 and the aggregate principal
amount of Loans paid by the Borrower as consideration for such acquisition is
not in excess of $150,000,000.
4. Representations and Warranties. In order to induce the Banks to
agree to amend the Agreement and give the consent provided for herein, the
Borrower makes the following representations and warranties, which shall survive
the execution and delivery of this Amendment:
(a) No Default has occurred and is continuing or would exist
immediately after giving effect to the amendments contained herein or the
consummation of the Broward/Jones Acquisition; and
(b) Each of the representations and warranties set forth in Article 3
of the Agreement is true and correct, in all material respects, as though
such representations and warranties were made at and as of the Amendment
No. 1 Effective Date (as defined in Section 5 below), except to the extent
that any such representations or warranties are made as of a specified date
or with respect to a specified period of time, in which case such
representations and warranties shall be made as of such specified date or
with respect to
-8-
<PAGE>
such specified period. Each of the representations and warranties made
under the Agreement (including those made herein) shall survive to the
extent provided therein and not be waived by the execution and delivery of
this Amendment.
5. Amendment No. 1 Effective Date. This Amendment shall become
effective as of the date first referenced above on the date (the "Amendment No.
1 Effective Date") on which (a) the Administrative Agent shall have received (i)
this Amendment, executed by the Borrower, the Administrative Agent and the
Banks, and (ii) the Master Assignment and Assumption Agreement substantially in
the form attached hereto as Exhibit B, executed by the Administrative Agent and
the Assignors and Assignees listed therein and acknowledged and agreed to by the
Borrower, (b) the Administrative Agent shall have received payment of the fees
payable pursuant to Section 6 hereof and (c) the Administrative Agent shall have
received certificates of Responsible Officers of the Borrower and opinions of
counsel for the Borrower with respect to this Amendment and the Agreement as
amended hereby substantially equivalent to the certificates and opinions
delivered pursuant to Section 2.01(a) of the Agreement, and such other materials
as shall be reasonably requested by the Administrative Agent.
6. Upfront Fee; Payment of Fees and Expenses. The Borrower hereby
agrees to pay to the Administrative Agent, for the account of each of the Banks,
on the Amendment No. 1 Effective Date, an upfront fee equal to 0.125% of (i) in
the case of Banks that are party to the Agreement immediately prior to the
occurrence of the Amendment No. 1 Effective Date, the amount by which such
Bank's Commitment is increased as a result of the occurrence of the Amendment
No. 1 Effective Date, and (ii) in the case of Banks that are not party to the
Agreement at such time, the amount of the Commitment of such Bank after giving
effect to such occurrence. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment and any other documents or
instruments which may be delivered in connection herewith, including, without
limitation, the reasonable fees and expenses of Winthrop, Stimson, Putnam &
Roberts.
7. Counterparts. This Amendment may be executed in counterparts and by
different parties hereto in separate counterparts, each of which, when so
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument.
8. Ratification. The Agreement, as amended by this Amendment, is and
shall continue to be in full force and effect, is hereby in all respects
confirmed, approved and ratified and shall be deemed amended and restated to
read in its entirety as set forth therein and as amended hereby.
9. Governing Law. The rights and duties of the Borrower, the Banks, the
Managing Agents and the Administrative Agent under this Amendment shall, in
accordance with New York General Obligations Law Section 5-1401, be governed by
the law of the State of New York.
10. Reference to Agreement. From and after the Amendment No. 1
Effective Date, each reference in the Agreement to "this Agreement," "hereof,"
"hereunder" or words of like import, and all references to the Agreement in any
and all agreements, instruments, documents,
-9-
<PAGE>
notes, certificates and other writings of every kind and nature, shall be deemed
to mean the Agreement as modified and amended by this Amendment.
-10-
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
as of the date first written above.
COMCAST MH HOLDINGS, INC.
By: /s/ Christine K. Van Horne
Name: Christine K. Van Horne
Title: Assistant Treasurer
NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent, Arranging Agent and
a Bank
By:
Name:
Title:
THE CHASE MANHATTEN BANK, as
Arranging Agent and a Bank
By:
Name:
Title:
TORONTO-DOMINION (TEXAS), INC.,
as Arranging Agent and a Bank
By:
Name:
Title:
<PAGE>
THE BANK OF NEW YORK,
as Managing Agent and a Bank
By: /s/ James W. Whitaker
Name: James W. Whitaker
Title: Vice President
THE BANK OF NOVA SCOTIA,
as Managing Agent and a Bank
By:
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, as Managing Agent and a Bank
By:
Name:
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Managing Agent and a
Bank
By:
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENE
By:
Name:
Title:
<PAGE>
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Glenn B. Eckert
Name: Glenn B. Eckert
Title: Vice President
DRESDNER BANK AG NEW YORK &
GRAND CAYMAN BRANCHES
By:
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Name:
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED
By:
Name:
Title:
CITIBANK, N.A.
By:
Name:
Title:
<PAGE>
RIGGS BANK N.A.
By: /s/ David H. Olson
Name: David H. Olson
Title: Vice President
BANQUE PARIBAS
By:
Name:
Title:
BARCLAYS BANK PLC
By:
Name:
Title:
THE SANWA BANK LIMITED NEW YORK
BRANCH
By:
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By:
Name:
Title:
<PAGE>
BANQUE NATIONALE DE PARIS
By: /s/ Serge Desrayaud
Name: Serge Desrayaud
Title: Vice President/Team Leader
By: /s/ Marcus C. Jones
Name: Marcus C. Jones
Title: Vice President
NATEXIS BANQUE BFCE
By:
Name:
Title:
CRESTAR BANK
By:
Name:
Title:
SUMMIT BANK
By:
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
Name:
Title:
<PAGE>
ROYAL BANK OF CANADA
By: /s/ Wayne P. Gray
Name: Wayne P. Gray
Title: Manager
BANK OF MONTREAL
By:
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By:
Name:
Title:
SUMITOMO TRUST AND BANKING
COMPANY, LIMITED
By:
Name:
Title:
MEESPIERSON CAPITAL CORP.
By:
Name:
Title:
<PAGE>
MELLON BANK, N.A.
By: /s/ Thomas P. Joyce
Name: Thomas P. Joyce
Title: Vice President
BANK OF AMERICA NT & SA
By:
Name:
Title:
BANK ONE, ARIZONA, NA
By:
Name:
Title:
BANKBOSTON
By:
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
Name:
Title:
<PAGE>
THE FUJI BANK, LIMITED-NEW YORK
BRANCH
By: /s/ Teiji Taramoto
Name: Teiji Taramoto
Title: Vice President and Manager
PNC BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
WACHOVIA BANK
By:
Name:
Title:
FIRST UNION NATIONAL BANK
By:
Name:
Title:
COMMERCIAL LOAN FUNDING TRUST 1
By:
Name:
Title:
<PAGE>
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Ronna Bury-Prince
Name: Ronna Bury-Prince
Title: Vice President
THE SUMITOMO BANK, LIMITED
By:
Name:
Title:
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001040573
<NAME> COMCAST CABLE COMMUNICATIONS, INC.
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 38
<SECURITIES> 74
<RECEIVABLES> 72
<ALLOWANCES> (16)
<INVENTORY> 30
<CURRENT-ASSETS> 216
<PP&E> 2,858
<DEPRECIATION> (1,101)
<TOTAL-ASSETS> 6,180
<CURRENT-LIABILITIES> 422
<BONDS> 2,712
0
0
<COMMON> 0
<OTHER-SE> 233
<TOTAL-LIABILITY-AND-EQUITY> 6,180
<SALES> 541
<TOTAL-REVENUES> 541
<CGS> 0
<TOTAL-COSTS> (531)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (66)
<INCOME-PRETAX> (53)<F1>
<INCOME-TAX> 14
<INCOME-CONTINUING> (34)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Loss before income tax benefit and other items excludes the effect of
minority interests, net of tax, of $5.
</FN>
</TABLE>
